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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(RULE 14D-101)
Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934
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CNA SURETY CORPORATION
(Name of Subject Company)
CNA SURETY CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
12612L1008
(CUSIP Number of Class of Securities)
Paul T. Lively
Vice President & General Counsel
CNA Surety Corp.
CNA Plaza
Chicago, Illinois 60685
Telephone: (312) 822-3895
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement).
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.*
* This Schedule 14D-9 relates to the proposed tender offer by Continental
Casualty Corporation, a wholly owned subsidiary of CNA Financial Corporation.
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FOR IMMEDIATE RELEASE
CNA SURETY BOARD APPOINTS COMMITTEE TO REVIEW CNA FINANCIAL TENDER OFFER
CHICAGO, March 21, 2000 -- CNA Surety Corporation (NYSE:SUR) announced
today that its Board of Directors has appointed a special committee of
independent directors to review the proposed tender offer by Continental
Casualty Company, as announced by CNA Financial Corporation (NYSE:CNA).
Continental Casualty Company, a wholly owned subsidiary of CNA Financial
Corporation, has proposed to acquire all of the outstanding shares of CNA Surety
Corporation not currently owned by Continental Casualty Company or its
affiliates through a negotiated cash tender offer at a price of $13.00 per
share. Continental Casualty Company and its affiliates own approximately 63% of
the outstanding shares of CNA Surety.
The special committee is in the process of engaging financial advisors and
counsel to assist with review of the proposed tender offer. CNA Surety
Corporation is not currently in a position to make any recommendation to its
shareholders concerning the proposed tender offer.
CNA Surety Corporation is the largest publicly traded surety company in the
country. Through its principal subsidiaries, Western Surety Company and
Universal Surety of America, CNA Surety provides surety and fidelity bonds in
all 50 states through a combined network of approximately 37,000 independent
agencies.
CNA is a registered service mark, trade name and domain name of CNA
Financial Corporation.
Other important information:
The tender offer described in this announcement for the outstanding shares
of CNA Surety common stock has not yet commenced. After the tender offer
commences, we will file a solicitation/recommendation statement with the
Securities and Exchange Commission. You should read the
solicitation/recommendation statement when it becomes available because it will
contain important information about our position regarding the tender offer. You
can obtain the solicitation/ recommendation statement and other documents that
are filed with the Securities and Exchange Commission for free on the Securities
and Exchange Commission's web site at http://www.sec.gov. If you write us or
call us, we will send you the solicitation/recommendation statement (except for
exhibits) for free when it is available. You can call us at (312) 822 - 6841 or
write to us at:
CNA Surety Corporation
CNA Plaza
Chicago, Illinois 60685
Attention: Ms. Ruth Jantz
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"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995: The statements which are not historical facts contained in this release
are forward-looking statements that involve risks and uncertainties, including,
but not limited to, product and policy demand and market response risks, the
effect of economic conditions, the impact of competitive products, policies and
pricing, product and policy development, regulatory changes and conditions,
rating agency policies and practices, development of claims and the effect on
loss reserves, the performance of reinsurance companies under reinsurance
contracts with the Company, investment portfolio developments and reaction to
market conditions, the results of financing efforts, the actual closing of
contemplated transactions and agreements, the effect of the Company's accounting
policies, and other risks detailed in CNA Surety Corporation's Securities and
Exchange Commission filings. No assurance can be given that the actual results
of operations and financial condition will conform to the forward-looking
statements contained herein.
